Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal?

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Parker and Phillips incorporated P & P Resorts Inc., a closely held Texas corporation. Parker was president and Phillips served as vice president and director for operations. Parker owned 40% of the stock, while Phillips owned 60%. Both men met with CTA, a group of travel agents from California to discuss special deals for booking groups into the resorts. After the first meeting, all contracts with CTA were made by Phillips, who learned that there was a good chance that CTA would award the contract to P&P Resorts. Phillips incorporated Travel Brokers and was its sole owner. Phillips used P& P Resort’s time to work on proposals for Travel Brokers and managed to keep negotiations with CTA a secret from Parker. When Parker discovered Phillip’s actions, he filed suit against him for wrongfully taking a corporate opportunity from P &P Resorts. Phillips claimed that he did not take a corporate opportunity because Travel Brokers did not have the financial ability to…

homas Persson and Jon Nokes founded Smart Inventions, Inc., to market household consumer products. The success of their first product, the Smart Mop, continued with later products, which were sold through infomercials and other means. Persson and Nokes were the firm’s officers and equal shareholders. Persson was responsible for product development, and Nokes was in charge of day-to-day operations. In time, they became dissatisfied with each other’s efforts. Nokes represented the firm as financially “dying,” “in a grim state, . . . worse than ever,” and offered to buy all of Persson’s shares for $1.6 million. Persson accepted.On the day that they signed the agreement to transfer the shares, Smart Inventions began marketing a new product—the Tap Light. It was an instant success, generating millions of dollars in revenues. In negotiating with Persson, Nokes had intentionally kept the Tap Light a secret. Persson sued Smart Inventions, asserting fraud and other claims. Under what principle…

The Townsend Acts O are anti-trust laws passed in the U.S. in the 1930's to limit monopoly power. O allow district attorneys the opportunity to plea bargain with accused criminals. O were British laws enacted in the 1760's that imposed taxes on products imported to the American colonies, leading (in part) to the Boston Tea Party. were enacted in the late 1800's to permit regulation of natural monopolies.

Discuss the legal responsibilities and liabilities of directors and officers in a corporation. What fiduciary duties do they owe to the company and its shareholders? What are the potential legal consequences for breaching these duties?

Describe the differences between a sole proprietorship, a partnership, and a corporation as business entities, including their advantages and disadvantages from a legal perspective.

Olav starts Power Cells to make and sell batteries. Later, Olav contracts with Quinn to invest additional capital in the firm in exchange for 25 percent of the profits. Olav and Quinn are not partners in Power Cells because

Wiener Haus #82 has been underperforming for a few years. The franchisee (owner of Haus #82) is frustrated and files a claim against the franchisor for breach. The franchisee claims that the agreement he signed contained a statement at the start of the agreement detailing that the business model the franchisor developed was "proven effective and profitable." On these facts, does the franchisee have a winning breach of contract claim against the franchisor? O No, the contract formed was a voidable contract. Thus, the franchisor is void of responsibility if the business model does not produce profit for the franchisee. O Yes, the franchisee relied on these statements when deciding to contract and thus the franchisor should be responsible when the business model fails to work for the franchisee. O No, courts have generally held that the type of language relied upon by the franchisee is "prefatory" and does not create a duty on the part of the franchisor. O Yes, the money paid to the…

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